This
appeal involves challenges to two orders - referred to herein
as the "Memorandum Order" and the
"Reconsideration Order" - issued by the Federal
Communications Commission ("FCC" or
"Commission"). In these orders, the Commission
approved the transfer of radio spectrum licenses to Verizon
Wireless ("Verizon"), a national telecommunications
company, granted Verizon forbearance from a statutory
provision, and refused to initiate proceedings to revoke
other licenses held by Verizon. Appellant NTCH, Inc., a
company that provides wireless phone and internet services,
challenges these orders. Verizon has intervened in support of
the FCC.

The FCC
administers the Communications Act of 1934 (the
"Act"). 47 U.S.C. §§ 151 et. seq. As part
of its duties, the Commission oversees the assignment and
sale of radio spectrum licenses. 47 U.S.C. § 310(d).
"Spectrum" is "[t]he range of electromagnetic
radio frequencies used in the transmission of sound, data,
and television, " and is crucial to cell phone
companies. See Glossary of Telecommunications Terms,
https://www.fcc.gov/general/glossary-telecommunications-terms
(last visited Oct. 18, 2016). Section 310 of the Act limits
who may hold spectrum licenses, and bars or restricts
ownership for companies with certain levels of foreign
control. In 2012, the Commission issued a "Forbearance
Order" detailing when and how it would refrain from
applying section 310(b)(3).

In late
2011, a number of companies seeking to sell spectrum licenses
petitioned the FCC to approve the transfer of their licenses
to Verizon. The Commission sought public comment on these
applications, eventually grouping them together for
consideration. In the Memorandum Order, the agency approved a
"Spectrum Assignment, " authorizing a series of
license assignments between various entities, with the
greatest share going to Verizon. The agency found that the
Spectrum Assignment promised significant public interest
benefits, but also threatened some detriments. However, the
Commission determined that the potential harms could be
offset, and approved the arrangement subject to several
conditions. Because Verizon was then governed by section
310(b)(3), the Commission also granted Verizon prospective
forbearance from that subsection.

NTCH
petitioned for reconsideration and claimed, for the first
time, that Verizon had illegally obtained hundreds of
spectrum licenses between 2000 and 2012 in violation of
section 310(b)(3). NTCH argued that the Commission had
unlawfully granted retroactive forbearance under section
310(b)(3) to cover this up, and that proceedings to revoke
those licenses must be initiated. NTCH also claimed that the
FCC had failed to follow its own standards in granting
Verizon prospective forbearance. The FCC rejected all of
these claims in the Reconsideration Order.

NTCH
now appeals to overturn the FCC's orders. It asserts that
the FCC unlawfully granted Verizon retroactive forbearance,
that the agency should be required to initiate show cause
license revocation proceedings against Verizon, and that the
agency's grant of prospective section 310(b)(3)
forbearance violated its own procedures. Additionally, NTCH
argues that the Commission's approval of the Spectrum
Assignment should be overturned because it is not in the
public interest.

We
reject NTCH's claims. The FCC's decision not to
initiate proceedings to revoke Verizon's licenses is not
subject to judicial review. Furthermore, any questions about
the licenses Verizon obtained before the Spectrum Assignment
are not properly before the court. NTCH's challenge to
the FCC's grant of prospective forbearance is moot
because no foreign entity now has any ownership of Verizon.
Finally, the Commission's determination that the Spectrum
Assignment was in the public interest was reasonable and
therefore survives arbitrary and capricious review.

I.
Background

A.
Section 310(b) and Verizon's Ownership Structure

Section
310 places restrictions on who may own radio licenses,
including spectrum licenses. At issue in this case are
sections 310(b)(3) and (b)(4). These provisions state that

No
broadcast or common carrier . . . license shall be granted to
or held by-

(3)any corporation of which more than one-fifth of the
capital stock is owned of record or voted by aliens or their
representatives or by a foreign government or representative
thereof or by any corporation organized under the laws of a
foreign country;

(4)any corporation directly or indirectly controlled by any
other corporation of which more than one-fourth of the
capital stock is owned of record or voted by aliens, their
representatives, or by a foreign government or representative
thereof, or by any corporation organized under the laws of a
foreign country, if the Commission finds that the public
interest will be served by the refusal or revocation of such
license.

47 U.S.C. § 310(b)(3), (4).

The
Commission has interpreted section 310(b)(3) to bar
possession of a radio spectrum license by an entity in which
aliens hold more than a twenty-percent interest, including
indirectly through an intervening, U.S.-organized entity that
itself does not own more than fifty-percent of that
licensee. Request for Declaratory Ruling Concerning the
Citizenship Requirements of Sections 310(b)(3) and (4) of the
Commc'ns Act of 1934, as amended, 103 F.C.C. 2d 511,
520-22 ¶¶ 16-19 (1985). Section 310(b)(4) bars
possession of spectrum licenses where aliens hold more than
twenty-five percent interest in a U.S.-organized entity that
does control a licensee, but only if the Commission
determines that refusing ownership would serve the public
interest. 47 U.S.C. § 310(b)(4). In 2012, the Commission
issued an order detailing the circumstances in which it would
forbear from applying section 310(b)(3), and the procedures
it would follow in doing so. In the Matter of Review of
Foreign Ownership Policies for Common Carrier and
Aeronautical Radio Licensees Under Section 310(b)(4) of the
Commc'ns Act of 1934, as Amended, 27 FCC Rcd. 9832
(2012).

In
2000, the FCC granted Bell Atlantic (Verizon's
predecessor-in-interest) and Vodafone (a foreign company)
permission to jointly assign their wireless licenses to
Cellco, a U.S.-organized company that does business under the
name "Verizon Wireless." In re Applications of
Vodafone AirTouch, PLC and Bell Atlantic Corp., 15 FCC
Rcd. 16507 (2000). Vodafone initially owned a controlling
share in Verizon. Consequently, the FCC evaluated
Verizon's eligibility to hold licenses under §
310(b)(4).

At some
point after this, however, Vodafone's ownership of Ve r i
z o n became non-controlling. At that point, Verizon's
eligibility to own spectrum licenses should have shifted from
being governed by section 310(b)(4) to being controlled by
section 310(b)(3)'s absolute prohibition. But between
2000 and 2012, when the Commission granted Verizon
forbearance, Verizon obtained a significant number of
licenses. In 2014, Verizon bought out Vodafone's
interest. As a result, Verizon is now wholly owned by a
domestic corporation, and no part of section 310(b) applies
to it.

&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;B.
The Spectrum Assignment and ...

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